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stock generally vests over a period not shorter than 12 months, provided that the compensation committee may permit acceleration of vesting of any such awards in the
event of the participant's death, disability, or retirement, or a change in control.
Change in Control
In the event of certain change in control transactions affecting us (as described below), all stock options that are not exercisable
will become immediately exercisable in full and the restriction period applicable to any outstanding restricted stock will lapse and the performance period applicable to any outstanding performance
share shall lapse and, each share of common stock available under the 2014 Plan (whether or not subject to an outstanding award) will be converted pursuant to the change in control transaction
purposes of the treatment above, a "change in control" generally means either of the following transactions, where the holders of our common stock receive shares of common stock
registered under Section 12 of the Exchange Act in the transaction:
- a reorganization, merger, consolidation or sale of substantially all of our assets in a transaction in which our stockholders
immediately prior to the transaction do not own at least 50% of the voting power of the surviving, resulting or transferee entity, except if our incumbent board will constitute at least a majority of
the board or managers of the resulting entity (if our common stock is registered under Section 12 of the Exchange Act); or
- the consummation of a plan of our complete liquidation or dissolution.
the event of certain other change in control transactions affecting us (as described below), each outstanding award under the 2014 Plan shall be surrendered to us and immediately
cancelled and the holder will receive a cash payment from us in an amount generally equal to the number of shares underlying the award, multiplied by the greater of (i) the highest per share
price offered to the Company stockholders in any transaction whereby the change in control takes place or (ii) the fair market value of a share of our common stock on the date of the change in
control, in any case reduced by any purchase price per share for the award, as applicable. Performance-based awards will be deemed to be satisfied at maximum level.
"change in control" for purposes of this treatment generally means the transactions described above, but where the holders of our common stock receive consideration in the transaction
other than shares of common stock registered under Section 12 of the Exchange Act, and in addition, the following transactions
- the acquisition by a person or group of beneficial ownership of 50% or more of the outstanding stock or combined voting power of
securities entitled to vote; or
- if our common stock is registered under Section 12 of the Exchange Act, a change in the composition of our board of directors
over a two year period that results in a majority of current directors (or successor directors approved by our current directors) not being continuing directors.
definition of "change in control" under the 2014 Plan in any case excludes purchases or sales of stock by or from us or one of our employee benefit plans or trusts.
Amendment and Termination
The compensation committee has the power to amend the 2014 Plan. However, the compensation committee may not, without stockholder
approval, amend the 2014 Plan to:
- increase the maximum number of shares authorized for issuance pursuant to the 2014 Plan;